Initial Statement of Beneficial Ownership (3)
April 04 2023 - 6:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Antara Capital LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/28/2023
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3. Issuer Name and Ticker or Trading Symbol
Direct Selling Acquisition Corp. [DSAQ]
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(Last)
(First)
(Middle)
55 HUDSON YARDS, 47TH FLOOR, SUITE C |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 955100 (1) | I | See Footnotes (1)(2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The reported securities are held as follows: (i) 477,600 shares of Class A Common Stock are held directly by Antara Capital Master Fund LP ("Antara Master Fund") and (ii) 477,500 shares of Class A Common Stock are held directly by Antara Capital Total Return SPAC Master Fund LP ("Antara SPAC Fund"). |
| (2) | This Form 3 is being filed on behalf of (i) Antara Master Fund, a Cayman Islands exempted limited partnership, (ii) Antara SPAC Fund, a Cayman Islands exempted limited partnership, (iii) Antara Capital LP, a Delaware limited partnership ("Antara Capital"), (iv) Antara Capital GP LLC, a Delaware limited liability company ("Antara GP"), (v) Antara Capital Fund GP LLC, a Delaware limited liability company ("Antara Fund GP"), (vi) Antara Capital Total Return SPAC Fund GP LLC, a Delaware limited liability company ("SPAC Fund GP"), and (vi) Himanshu Gulati (collectively, the "Reporting Persons"). |
| (3) | Antara Capital serves as the investment manager of Antara Master Fund and Antara SPAC Fund. Antara Fund GP is the general partner of Antara Master Fund, SPAC Fund GP is the general partner of Antara SPAC Fund, and Antara GP is the general partner of Antara Capital. Himanshu Gulati is the sole member of Antara Fund GP, SPAC Fund GP, and Antara GP. Because of the foregoing relationships each of Antara Capital, Antara GP, Antara Fund GP, SPAC Fund GP and Himanshu Gulati may be deemed to indirectly beneficially own the securities held directly by Antara Master Fund and/or Antara SPAC Fund and each disclaims beneficial ownership of all such securities except to the extent of their respective pecuniary interest therein. |
| (4) | This report shall not be deemed an admission that the Reporting Persons, or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks:
Exhibit 24.1 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Antara Capital LP
55 HUDSON YARDS, 47TH FLOOR
SUITE C
NEW YORK, NY 10001 |
| X |
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Antara Capital Fund GP LLC
55 HUDSON YARDS,
47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Antara Capital Master Fund LP
55 HUDSON YARDS,
47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Antara Capital Total Return SPAC Master Fund LP
55 HUDSON YARDS
47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Antara Capital GP LLC
55 HUDSON YARDS,
47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Antara Capital Total Return SPAC Fund GP LLC
55 HUDSON YARDS,
47TH FLOOR, SUITE C
NEW YORK, NY |
| X |
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Gulati Himanshu
55 HUDSON YARDS
47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Signatures
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| Antara Capital Master Fund LP, By: Antara Capital Fund GP LLC, Its: General Partner, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Sole Member | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Antara Capital Fund GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Sole Member | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Antara Capital Total Return SPAC Master Fund LP, By: Antara Capital Total Return SPAC Fund GP LLC, Its: General Partner, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Sole Member | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Antara Capital Total Return SPAC Fund GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Sole Member | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Antara Capital LP, By: Antara Capital GP LLC, Its: General Partner, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Sole Member | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Antara Capital GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Sole Member, /s/ Himanshu Gulati | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Himanshu Gulati | | 4/4/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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